Subject: File No. S7-06-13
From: Matthew Faustman
Affiliation: UpCounsel

August 19, 2013

The 1 year ban is overboard in of itself. But, without any kind of reasonable time to cure before the ban is put into place just isn't practical. Putting a 1 year ban on fundraising would kill 99% of startups that went down this road.

Reduce the reporting requirement to a single filings AFTER the fundraising event, so startups do not need to disclose their intentions prior to fundraising.

Allow for a cure period for failure to comply with filings.

Limit the ban on fundraising just until the company completes the proper filings.